Diamonds in the Ruff
by fanheartfiction
Summary: When Spiderman's team gets captured, it is up to him to rescue his team and get them back safely. In the process he discovers things about himself that he hadn't known before. Will he let the animal/arachnid part of him take over in his quest for revenge, or will he restrain himself before it's too late? This is my first Fanfic! Please don't hate. Help me fix it, comments are loved
1. At odds

"Diamonds in the Ruff"

Spiderman took a deep breath. He had come up here so he could compose himself, find his center. He had hoped in the midst of the blue, tranquil skies, he could perhaps enjoy a few moments of peace and quiet. He rubbed his forehead. _Stay calm. Stay calm. Getting angry will help no one._ The spider yanked his mask off as he paced to and fro on the deck of the Helicarrier wishing he could believe the words he was repeatedly telling himself. He looked up at the sky. He now realized how much he actually needed his team, how much he depended on them. What was that saying? You don't know what you have until it's gone? Like most things, he'd had to learn what that meant the hard way. He growled, and kicked at the metal beneath his feet, grimacing when his foot left an unintentional dent in the ship.

He wanted Danny to come tell him to focus his energy; to calm down. Maybe produce one of those fortune cookie sayings he always seemed to have handy. He wanted Ava to smack the back of his head and tell him to pull himself together, was his head filled with spider webs? Or Luke to give him the confidence and faith he so desperately needed. He'd even settle for one of Sam's jokes or mashed potato sculptures to bring him out of his bitter mood. Yet sadly, he didn't have a single one of them.

He wanted to scream; no, he wanted to punch something. Peter started, surprised at himself. Advocating violence wasn't one of the things he did often. He shook his head to clear his thoughts, trying to focus on what he had come to the roof to do. The spider inhaled and tried once more to focus. Unfortunately, his meditation time was not meant to be. He soon heard the easily recognizable footsteps of someone he _really_ didn't care to talk to. The person came to a stop behind him.

"Spiderman, you can't stay up here forever." _You don't think I know that?_ The spider wanted to shout. He gritted his teeth, but otherwise made no effort to acknowledge the other man's presence. The voice behind Spiderman sounded frustrated. "I understand you're upset; we all are, but planting yourself in self imposed solitary confinement won't help anyone. We need you to cooperate and try to help us. " Peter clenched his fists. Taking a deep breath, (he seemed to be taking a lot of those recently) he put his mask back on.

 _So much for peace and quiet._ He thought as he turned glare into Nick Fury's scowling face. "We're trying, but there's only so much we can do. We don't have a super hero tracking system." Peter opened his mouth to say something, but Fury quickly cut him off.

"Yes, we tracked their communicators. Yes, all of their communication devices were destroyed. And yes we triple checked everything. And," Fury paused to throw a quick glare at the scanner on the side of the ship. "We were unable to locate their last position because our scanner was destroyed by those rouge L.M.D.'s before we could input the coordinates."

Peter drummed his fingers on a nearby weapon stand trying to contain his impatience. "You're telling me there's _nothing_ else we can do?"

Fury nodded. "We've explored almost every possible connection. We're doing our best." Spiderman said nothing after that declaration, but chose to turn away and let the silence and his back voice his opinion. Fury too said nothing more, but the tension in the clear, morning, air was thick enough to cut.

Suddenly Spiderman whirled around. "Obviously we haven't explored every possible connection, or they would be with us right now." Peter snapped. "We no longer have the luxury of doing our best. We need to do more than our best; they need us to be 150% every day until they are with us."

The Director of S.H.I.E.L.D took a step back. He would deny this if asked later, but the look of pure fury, (no pun intended) Spiderman gave him was enough to make his blood run cold. The director held up his hands, "Spiderman, calm down. Think about this through logic not emotion. We've got shield agents in every major city from here to Europe."

Peter did his best to swallow his anger. Then, after a moment he pulled off his mask. "I'm sorry I snapped at you. I'm not really mad at you. I just… I just feel like it's my fault that they're not here right now."  
Fury's eyes were full of sympathy, a rare emotion for him.

"You need to start learning to forgive yourself Peter. There was nothing you could have done to help them." "I know I just-"Peter's voice cracked with despair as the last 2 weeks events finally started to catch up with him. "If anything happens to them, I don't think I could go on." Fury swallowed a feeling something unfamiliar welling up in his throat... "Why don't you take the day off, you know…" The director offered Peter a smile that didn't quite reach his eyes, "Me time." Peter too gave a brief smile in remembrance of one of their first arguments.

Peter then donned his mask once more and shot a line towards a building near the skyline. He gave Fury a salute and swung off into the teeming concrete jungle that was New York City. Fury gave him a salute and watched him go.  
 _Go get em' soldier. This ain't your first rodeo._ He chuckled to himself and went to go check on their search team.


	2. Birthday Banter

Shortly after his talk with Fury, Spiderman found himself in the confines of his home, mostly because he didn't know where else to go. He flipped onto his couch and closed his eyes. Why? Because he couldn't bear to open them. If he opened them he would see Ava's book still open on the floor and Sam's pancake recipe still on the kitchen counter. He would see Danny's jar of incense that he had complained was running low, or Luke's football that had slid underneath the TV stand. No, it would be better to close his eyes and not add to his suffering.

Maybe Fury was right. Maybe he needed to take a step back from his emotions and look at the problem logically. How had it started? He pinched the bridge of his nose. The memories came swirling back. He no longer had to concentrate to remember, these memories haunted him day and night. They were forever burned into his mind reminding him of his failure.

He took a small breath and allowed himself to travel back down memory lane, starting with the happy ones.

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Peter felt something cool and smooth against the palm of his hand, coupled with the sound of muffled... laughter? Was he dreaming? He groaned. He was struggling to cross the barrier between the world of dreams and reality. Suddenly something tickled him right above his nose. Instinctively, he slapped the offending area; a knee jerk reaction to the sensation. "Aaarrrggghhhh!" He yelled immediately coming out of his slumber. The said laughter was no longer muffled; instead it rang triumphantly throughout the house.

Something bright flashed in his face before he could form a coherent thought. "Man, you should have seen yourself!"  
The grinning face of Sam Alexander appeared above him. "It was a Kodak moment." Sam waved the camera around tauntingly. "Wow… real mature guys." Peter muttered looking around at his friends.

Ava was laughing so hard she had to lean against Luke for support. The latter's booming laugh resonated through the floor shaking Peter's whole bedroom. Danny opened his mouth, (surely trying to find a phrase of enlightenment for Peter's predicament) but failed miserably and succumbed to the fit of giggles that had taken over everyone else.

Peter grabbed a t-shirt proceeded to wipe the shaving cream off of his face. "Good morning to you too." He grumped. "To what do I deserve this honor?" "It's October 14th!" They chorused. Peter looked at them blankly. "And? Halloween is still a long ways away." Danny rolled his eyes and looked towards the rest of his friends.  
"It's your birthday goofball!" Ava announced pushing herself away from Luke. "We decided to start a tradition of a birthday prank, and your birthday just happened to come around when we needed it."  
Peter sat up with one eyebrow raised. "Right."  
"Naw, really man. Ava's right. If someone else's b-day had come around before yours, we woulda done it to em' first." Luke said.  
Danny cleared his throat. "So anyway, happy birthday." Pete looked at them. "Why do I get the feeling this was more for you than for me."  
Sam cuffed his head before walking out the door. "Because it was!" Luke and Danny followed Sam out. "Get dressed Birthday Boy! Your Aunt won't let us eat without her little-". Ava stopped to smirk. "Petesy."

Peter smiled. He couldn't stay mad at them. He threw a pillow at her retreating figure and got ready to face his day. He knew Fury wouldn't give him the day off for his birthday, so S.H.I.E.L.D training was definitely on the agenda. What else? He'd probably go hang with Harry. No, Harry was out of town. So it was just him, Aunt May, and his S.H.I.E.L.D team. "Peeeter!" Aunt May's voice called up the stairs. "Breakfast is ready and we're all waiting for you! Get a move on!" He grinned and hurried down the stairs.


	3. A Taste of Trouble

**Hey guys! I was a little rushed on this chapter, so I'm sorry if it wasn't as good as the last two. This is the third chapter in my first Spidey FanFic! Remember, I am always open to ideas and helpful comments. I love you guys. Hope you enjoy!**

Unfortunately, his birthday didn't guarantee him a lazy day. On the contrary, it was quite grueling. First period was an English test, with his least favorite teacher. Not that the subject was difficult for him, but still… Second period, was gym class with Flash Thompson; torture as always. He endured Flash's teasing and taunts with a jaded patience. He then moved on to third period, during which Flash blew spitballs at him from the back of the class; severely trying his patience. Fourth period was History, a class in which the teacher droned on and on for what seemed like hours. Fifth period was lunch, and of course he forgot his.

Surprisingly, it was Sam that lent him five bucks for a slice of pizza. Even Ava offered to share her meal and Luke offered a cup of his classic protein shake. Pete made a pass on Ava and Luke, but took Sam up on his pizza deal. _Maybe this birthday isn't going to be a total stinker._ Peter thought as he headed to the detention room for transport to the temporary S.H.I.E.L.D training center. _It can't be, with friends like these._

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"All right! Listen up. Today we're going to be testing speed and reflexes. Your task is to disable the machines." Fury narrowed his one good eye. "Each machine has an off/reset button located somewhere inside the head. Your goal is to immobilize the device without setting off any traps." He paused to look around at the group. "We have tripled the usual speed of the machines, so…" He gave them a cynical smile. "Try not to die. Spiderman and Iron Fist, you're up!"

"Are you ready my friend?" Iron Fist asked going back to back with Spiderman. "Oh yeah!" He agreed. "I'm about to show them why I'm called the _Ultimate_ Spiderman." He tried to crack his fingers menacingly, but only succeeded in hyper-extending four of his fingers. Iron Fist chuckled after hearing a yelp from his partner. "I do not believe intimidation is your strong point, Spider." Peter grinned ruefully. "It's a work in progress. Don't worry, I got these guys."

His confidence was short lasted, however, when he realized 'triple speed' was way faster than expected. It took all his wits, speed, and strength to avoid being crushed. When Fury let Power Man, White Tiger, and Nova on the fighting stage; it appeared they were having the same problem. Thirty-two robots, fifteen L.M.D.s, and twenty-four bruises later, the team was finished with training. It had been quite the strenuous activity.

Back in their 'commons area', Luke sprawled across the sofa while Danny rested his head on a cotton pillow on the floor, too tired to resume his normal post-workout meditation stance. Sam had collapsed on the desk chair and Ava laid on top her special spot on the book shelf, looking almost refreshed after their exercise. On the other hand, Peter practically fell onto the floor; his arms so sore he could no longer hold onto his webs. It was testament to his team's fatigue that they didn't even laugh as he pulled himself off of the floor.

"Anyone else need a bucket of ice and Advil?" Peter groaned from the floor. There was an assortment of grunting noises he took to mean agreement. Ava spoke up. "Don't get too comfy. We still have to do a S.H.I.E.L.D patrol tonight. Every Wednesday-remember? It'll be fun. We'll be able to use some new techniques we learned today." "Ha! 'Don't get comfy' she says. Do a 'S.H.I.E.L.D patrol' she says. 'It'll be fun' she says." Sam winced as he stood up.

"I can't even _move_ Ava. I don't even think I could fly to, like, a sub shop like this. Plus, we got hurt more than you." _That was the wrong thing to say._ Pete thought as he saw a bonfire roar to life in Ava's eyes. Faster than he could blink, Ava had overturned the desk chair and unsheathed her claws an inch from Sam's throat. "Just because I'm not lying on the floor like a dead dog, doesn't mean I don't hurt as much as the rest of you." Ava hissed threateningly, (yes people, an honest to goodness hiss). The room went silent. Sam counted to five before went cross-eyed from looking at her claws. "Test me you rat, and I swear I'll exterminate you."

Danny stood and approached her cautiously. "Peace Ava. A mind dulled with fatigue produces sharp words. I am sure we just need some space." He placed a gentle hand on her shoulder. "Perhaps we can reunite at patrol time?" Ava threw a glare at Sam, but allowed Danny to lead her away. Luke shook his head at Sam. "Today's not the day to push her. Watch your back bucket-head." Then he too stood and left, leaving Peter and Sam together.

Sam stared dejectedly at his feet. "I feel bad now. All I was trying to say, was that not all of us are up to patrol; but it didn't come out like that. Sometimes I just say stuff before I have time to think about it, y'know? " Peter walked over and set the chair upright. "I do know. I do it all the time." Sam snorted. _Yeah right- since when does perfect Parker say stuff he regrets._ Peter smiled knowingly, as though reading the younger boy's thoughts. "You don't think I say stuff I don't mean sometimes-stuff I say in moments of anger? I'm just a really good bluffer." Sam bit his lip, still secretly skeptical. "Like when?"

Peter thought for a moment. "Like when I lectured and yelled at you guys about stepping into my battle with the Goblin. When I looked back on how I acted, it made me feel kind of cruddy." Sam rolled his eyes. "Seriously, Webs? This is the kind of stuff that keeps you up at night? The stuff you do that you feel guilty about, is the kind of stuff I feel good about." Peter rubbed his forehead. "It's not the size or depth of the comments that matter." He sighed.

"What matters is that you hurt someone and you need to fix it, no matter how insignificant your actions or words may seem to you." Sam wrinkled his nose, "So what you're saying, is that even if I didn't think it was offensive- I should still make sure the other person isn't hurt by it?" Peter nodded. "Not to sound like Danny, but the language of friendship is not about words but meanings." Sam furrowed his brow. Peter tapped his hand against his leg. "Basically, words are shallow, you have to tell people what you mean. You can't expect them to interpret things the same way you do."

A smile flitted across Sam's mouth. "You know- for a web head- you can be pretty smart sometimes." The said web head grinned. "You know- for a bucket head- you can be too. There's differnt kinds of smart, not everybody uses the same kind." Sam tried to deny it, but Peter's comment made him glow on the inside. _No one ever so much as hinted at me even having a brain. And now our Peter- the smartest person I know- complements me on my inteligence?_ As much as he didn't want to be pleased at that meager comment, he was.

Peter, having realized Sam need some personal time, slipped on his mask and left leaving Sam alone with his thoughts. Sam would never say this out loud, but Peter's advice (whether given as Spiderman or Pete the science nerd), was always helpful; and if he was to be honest with himself- the web head was one of his biggest role models.

 _Ugh- since when did I get all mushy and gushy? Next I'll be watching chick-flicks._ He shuddered delicately as he jammed his helmet onto his head. _Guess I'll see everyone at patrol time._ He paused as he started to fly out the door-stopping to take one last look at the common room. He had a disturbing feeling he might not be seeing it for a while. Disgruntled by his uncomfortable feeling, he zoomed away eager to be surrounded by friends again.


	4. Gone with the Wind

When the team arrived, Luke was happy to see that everyone seemed calmer and more relaxed; he hated fighting and arguing. Even Ava and Sam seemed to have relieved the tension that had been so prominent between them earlier. Spiderman clapped his hands for attention. "Alright team! Huddle up- ya boy Spidey's got a plan!" Power Man chuckled and patted Spidey's shoulder.  
"No offense man, but ghetto speak's not your style. Stick to science geek, it's more… your speed." Spidey pouted. "Fine. The plan is to do a group patrol tonight. We all stick together, help as many as we can- major or not."

Iron Fist nodded. "Where are we headed Spiderman?" "We're going for the whole of South New York. But tonight we go together." White Tiger frowned. "If we split up we'll cover more ground. Why do we have to go together?" Iron Fist shrugged. "Why not? Stand together or fall alone, remember?" "Because I don't think I can stand more than ten minutes around Mr. Iworkharderthanyou without being the one to explode into a supernova."

 _Well._ Power Man amended. _Maybe Ava and Sam hadn't worked their differences out, but hopefully as White Tiger and Nova they'll do better._ Spiderman glanced up at the sky. "I don't know guys. Something just doesn't feel right. Just… humor me- okay?" Nova was almost tempted to mention his disturbing feeling earlier, but the thought of White Tiger's merciless teasing curbed his desire to share information.

Spiderman knelt and traced a pattern on the ground using his finger as a representation for the path they would take. "Nova, you'll be our eyes in the sky. White Tiger and Iron Fist, you guys will take the sides. Power Man and I will take ground way. Everyone ready?" Everyone nodded or bobbed their head in consent.  
"Good!" Spiderman said as he flipped off the building, dropping into a deserted street below. Power Man jumped right after Peter, and White Tiger and Iron Fist followed suit. Nova stayed behind for just a second; almost positive a set of unfriendly eyes was watching him.

The five ran/flew for a good three miles without any trouble, in fact, the streets were suspiciously crime free. "Does anyone get the feeling something's up?" White Tiger called to her colleagues as she flung herself over a telephone pole narrowly avoiding an accident with a passing car. Despite her nonchalance, Spiderman detected a strain in her voice and maybe… fear? Before he could come up with an answer, Iron Fist beat him to the punch. "I sense… disturbances."  
The K'un-Lun warrior grimaced. "Watch yourself my friends." Up above Nova cemented the feeling by telling them about his feelings of being watched. "It's almost as though someone cleared the streets for us on purpose today."

Usually the team had to take down foes like the Juggernaut, the Frightful Four, and Beatroc the Leaper. Tonight, all they'd done was stop an attempted robbery of a broken down atm and taken in a rowdy drunk. _I don't like this._ Spiderman thought. _I'd better contact S.H.I.E.L.D. I'd rather be paranoid and safe, than wrong and sorry._ He lifted his communicator to his mouth. "Spiderman to Fury-could you have a plane or two shadow us? I've got a bad feeling about tonight." There was no answer- not even static.

 _Hmmm. That's weird. Maybe mine's just down. I'll wait a few minutes and try again._ A few minutes later his communicator still wasn't working. Spiderman was starting to get worried now.

He tried again and failed once more. "Everyone stop! Guys something's up. Try your communicators and get Fury on the line." Each one of his team members tried multiple times but none succeeded. Power Man growled. "Argh, I hate not knowing what's going on." He smashed his fist into a nearby dumpster. "What _is_ going on?" Nova asked. White Tiger whirled on him. "If we knew, we'd be halfway to the solution dweeb." Nova flinched. "Did someone miss their catnap?" White Tiger clenched her fists, but chose not to respond. Spiderman silently tried to thank her for not taking Nova's bait with his eyes; until he remembered he had a mask on.

The team was arranged in a loose semi circle around Spiderman. "Guys this isn't good." Spiderman said. "Nah, really Captain Obvious? I thought this was walk down easy street." Nova sighed. "Cut the sarcasm Power Man, Webs is serious." Spiderman almost fell over. Nova- _Nova_ , defending him? Something was definitely messed up. "Just watch your backs." He said. "My Spidey-sense isn't tingling but something's not right."

They had barely started running when all of the sudden a bright light flashed in the darkness, temporarily blinding them. "What the !;*?" Power Man shouted. The Spider felt a hot flash of terror- had he led his team unwittingly into a trap? "Everyone group up!" "White Tiger- where are you?" "I can't group up." She snarled. Off to the right there was a frightened shout paired with the sound of metal claws scraping something impenetrable. White Tiger shrieked in disgust. "Guys! Help! They're-" She cut off with a choking sound. "White Tiger, NO!" Nova yelled, having recovered his sight more quickly than the others, and began to try to find an entrance in her throng of attackers. The rest of the team ran blindly to where they thought she was. "White Tiger- No! Hold on we're coming." Power Man shouted rubbing his eyes futilely as he crashed through a building. Iron Fist managed to grab her foot, but she was pulled away. "They're everywhere!" White Tiger screamed. And by time their eyes readjusted, the Tiger was gone.

This time it was the Spider who snarled as he put his fist through a solid brick wall. "I should have seen that coming!" The others backed up, unnerved by this display of uncharacteristic anger. Spidey took a deep breath. "New plan, find White Tiger and don't get separated." Almost as though fate was mocking him, the bright light flashed again. "Everyone stay close!" Power Man yelled, but this time it was he who was taken. When the light dissipated, Power Man was gone.

Spidey wanted to scream with frustration, but he was able to prevent himself from punching a hole in the wall this time. Nova powered down to come stand next to Iron Fist and Spiderman. "They're picking us off. Like, one by one. What do we do?" Iron Fist held up a hand. "First we must ensure that we are not so easily blinded. Turn on night vision." With that command, each boy pressed the side of his mask/helmet. "Now at least, we have the advantage of sight." Spiderman nodded his head in thanks towards Iron Fist.

They began walking slowly, cautiously, down the road. It seemed to get darker every minute they walked, the sinister and shadowy alley almost smothering from a light-blighting presence. Up in the air Nova shivered. "My night vision isn't working so well. Is it just me or is it getting darker?" "I think it is, but I'm sure that's just a figment of our fears." However, Spiderman soon realized that it wasn't just their imagination- it really was getting darker. "Guys the attack is going to happen any minute now stay close!"

Nova powered down. "You don't have to tell me twice." He muttered. "Iron Fist, where are you?" The responding silence was almost deafening. "Oh no." Spidey whispered. The two superheroes spun in a circle, but their chi-powered friend was nowhere to be seen. "Uh… Hey, Webs. I don't know about you, but um." Nova moved so close he was nearly a part of Spiderman's space bubble. "I'm kind of scared." A hiss sounded from the alley way. Nova made a valiant effort to actually become part of Spiderman's costume. He swallowed. "I take that back, I'm really scared."

Spiderman tried to think. "It seems that whoever it is wants all of us, so we can figure out a plan when we get there. For now, stay close." Nova nodded forgetting the Spider couldn't see him in the dark. "Actually-", Spiderman revised. "Grab my hand." He winced. "No homo." Nova smiled for the first time that night as he clasped hands with Spiderman. "No homo bro."

Almost immediately, Spiderman sensed other beings in their vicinity. _Well_. He thought. _It's attack or be attacked._ He broke his grip with Nova and went to assail his opponents. They had a shadowy texture. He thought dodging a kick to his head. They seemed to be more vapor than anything. They were, he acknowledged after narrowly escaping a decapitation, very hard to defeat. They seemed to be everywhere yet nowhere at all. Wait! Shadowy texture? Unearthly speed?"

He was struck with an idea. "Nova! Light us up!" Nova didn't hesitate but instead rolled into a ball fast enough to produce a supernova. He flashed bright and their enemies… disappeared? That normally wouldn't have bothered him, but Spiderman had disappeared as well. _No!_ He thought tears welling up in his eyes. Did he accidently vaporize his friend? "Spidey!" He called his voice nearing hysteria. Someone grabbed his hand from behind. Nova screamed; his voice two octaves higher than usual.

There was a slight laugh. "Relax." Nova's grip tightened on the stranger's hand ready to throw him into the nearest wall.  
"It's me Bucket-head."  
"Webs?" He said trying not to let the panic leak through his voice. Everything had happened so fast. One moment the web-head was telling him to stay close and the next minute he had ripped himself away and had started taking down adversaries Nova hadn't even known were there. Web's voice came back smooth and comforting. "I'm right here Nova. We're fine."

Unconsciously, Nova relaxed. Well, until the hissing noises in the alley started again. And this time, by the sound of it, they were cornered. Nova stiffened again, wary of his surroundings. "I'll get them from above. You get them into a corner." He said from the corner of his mouth. "No need." Spiderman whispered in his ear. "Come on, we need to get out of here. Meet me at that steeple over there."

Nova frowned, the voice sounded off, but that was probably just because of stress. He exhaled, for once not disappointed to miss a fight. He had flown almost two hundred meters before he realized that Spiderman was still down in the fight.

He pulled up short. He could have sworn the Spider was right next to him. Unless… He started flying back towards the fight but something knocked him out of the air onto the ground. "Gotcha didn't I?" Spiderman said. He looked up from his position on the ground, surprised to see not Spiderman, but a hideous face covered in scars. He didn't even have time to scream, to warn the real Spiderman before the man covered his face with his hand world went black.

Back on the street, Spiderman's enemies scattered, abandoning the fight. It was almost as if they didn't really want to hurt him. He checked himself. A couple of swollen fingers, a few bruises on his legs, and a cut on his arm. Nothing that wouldn't be fine after a nap and a shower. It was weird. The attack hadn't really seemed like… well, an attack. It looked more like a distraction. Something just to distract him… _distract him!_ Where was Nova? "Nova! Nova!" He yelled. And just his luck, no one replied. Where had they been taken? It was almost as though they had gone with the passing wind.

"Argh!" He slammed his fist into the ground creating a man sized crater. It had been a distraction and he had fallen for it. He had allowed them to take his last team member. It was all his fault. If he hadn't insisted they patrol together some of them might have escaped. He hadn't prepared them for blind assaults yet, and he allowed himself to be blinded four times. Twice from the light and twice from the dark.  
He hung his head in shame, crushed by guilt. How could he have let them capture his whole team? So much for Ultimate Spiderman, more like Failed Spiderman. What kind of leader was he? He shot a line towards the skyline determined to find Fury and figure out what was going on.  
 _Can I just say? Worst. Birthday. Ever._


	5. Riding a Nightmare

Sunlight streamed through an open window. Peter sat up quickly? What had happened? Oh right, he must have fallen asleep during his trip back down memory lane. He gave a huge yawn, and performed a cat stretch that Ava would have been jealous of. He laid there for a moment, contemplating his next steps. _Come on Pete! Think! What during the fight could have given you a clue to where they are?_ His brain didn't respond. He growled, annoyed at his lack of ideas. _Guess I'd better get dressed. I have school again today._

Instead of executing his usual meticulous morning routine, he tossed a sweater on and stumbled to the bus stop. He staggered blearily into first period, not even lifting his head when Mr. Onaway called his name. Thank God M.J. wasn't there; he didn't think he could survive a round of her intense questioning. Second period was gym class, which he really wasn't in the mood for. They had free play today, which basically meant, 'just make sure you're moving if they look at you day.' Peter settled down, amazed at his good fortune until…"Oh puny Parker!" An obnoxious voice called from nearby. Peter bit his lip almost breaking the skin. _If Flash Thompson knew what was good for him…_

Flash came sauntering up. "Where's your crew? Were you so lame they ditched you for two weeks in a row?" He asked feigning surprise. "What. Do. You. Want?" Peter asked through clenched teeth not meeting his long time bully's eyes. "To play a game of football of course." Flash laughed. "I have a foot and you can be the ball." Flash Thompson picked him up by his shirt collar and shook him. A group of people gathered around to watch their favorite form of entertainment.

Peter was getting seriously annoyed, but he was determined to keep his temper in check. That was until Flash tried to pants him. Something inside Peter snapped. He kneed Flash in the groin and punched him into the ground faster than anyone could move a muscle. He didn't punch him too hard though, he didn't want to break the gym floor or kill the stupid boy. _Well, that last one might be debatable._ He thought.

The crowd gasped. Pete, too far gone to care, knelt down and snarled in Flash's face. "Stay away from me Flash. I don't have the patience for you today." Something in Flash's face changed. He looked scared. "It was just a joke." He mumbled. "Just like your life's gonna be if you don't stay out of my way." Peter threatened.

Inwardly he was wondering what the hell he was doing, but some part of him, an instinctual part of him was egging him on, telling him to end this. With some difficulty he fought the yearning back. Peter stood up daring anyone- _anyone_ to confront him. For some reason they all backed up from 'puny Parker', almost falling over each other in their haste to get out of his way when he left. For the rest of the day people, looked at him from behind books and cast him frightened glances. He was relieved when he got home away from the stupidity of high school dramas.

He stumbled into his bathroom intent on the quickest of showers, when he came to a screeching halt. He had caught sight of himself in the mirror. The figure in the mirror was not Peter Parker. This kid was definitely not him. The figure had sallow, gaunt cheeks highlighted by the deep, purplish, bags under his eyes. His eyes looked bruised, weary, and hard. Their blue depths were icy and cold. Colder than a grave. Peter searched, but he couldn't find any emotion in them- only a colorless fire that had consumed any feelings this person might have had.

The skeletal looking face was framed by shaggy hair that fell carelessly into the man's eyes, almost covering them. His jawline was covered in scrapes and bruises- which had darkened over time. This combined effect gave him a- dare he say it- dangerous look. He could see a vein throbbing near the mirrored figure's temple. He looked like a kid from every war movie he'd ever seen. _No wonder everyone was looking at me funny today. I thought it was just because of what happened with Flash and I._

Peter lifted his hand to his head and spoke out loud. "I look like hell." Even the voice was different. It was colder and harsher, like it had spent the day gurgling rocks. It grated on his nerves. He coughed to clear his throat and then got in the shower, allowing the warm water to soothe and comfort him. _Pull yourself together Parker!_ He thought. _You're a wreck._ He scrubbed every inch of his body, washed his hair, and brushed his teeth.

When he was done, he washed his face and brushed his hair; taking care to part it evenly on each side. While cleaning up the bathroom, he swished a few ounces of Listerine around in his mouth giving his teeth a vaguely greenish tinge. He put lotion on his face smoothed his eyebrows and went to his room.

Now that he was finally paying attention, he realized what a mess everything was. His room was dank and dark, the curtains not having been opened for days. Dirty laundry was strewn sloppily across the dresser and closet, books littered the bed and nightstand leaving insufficient room for movement, and food wrappers and napkins dominated the remaining floor space. Man, did he have work to do.

After an hour of cleaning, dusting, and opening the windows; the house was set to rights. He went to his freshly organized closet and picked out his newly laundered Spider suit, already feeling better. As he reached for the hanger, something fell from the top of his closet onto the floor. He reached down to pick it up. It was a blade, glowing with blue light. He had seen this before, he was sure of it, but it wasn't his. Blade… Blue… Light… He stood up as though struck by lightning. Blade! Of course. The things that had attacked them were shadow vampires.

He pulled his suit on, not even reveling in the much cleaner, less itchy feeling it gave him. Thank Heavens for that blade! After their fight with Dracula, Blade, a former member of the Howling Commandos, had given him one of his light blades so that, "I don't have to save your teenaged tush ever again." Peter secretly thought that was his way of saying he cared.

Now he had something to go on. He grabbed his Spidey cycle from the garage, (cleverly compacted and disguised as a large tool box), and sped off to find Fury.

As he approached the H.O.L.E, (Homeland Opportunity Logistics Enterprise) he realized how long it had been since he'd actually paid attention to anything other than potential threats. They had upgraded the H.O.L.E while the new Tri-carrier was being built. He parked his bike outside and turned to the intercom and asked for Fury. "Who is speaking?" A detached female voice asked. "Spiderman." He replied. "And hurry, this is very important."

There was a rapid shuffling of papers as the voice became fluttered, "Just a moment." The doors slid open seconds later and Spiderman walked in. As he walked agents cleared a path for him never meeting his eyes. When he passed, they whispered under their breath casting wary looks at him. When he finally reached Fury's office, the two men guarding his door almost killed themselves in their rush to open the door for him.  
Spiderman tilted his head. "What's the rush for?" Agent #1 looked at agent #2. Agent #1 licked his lips nervously. "Um, if you'll recall sir." The man swallowed. "Last time we detained you from seeing Fury." Agent #2 interjected, "You kicked a hole in the door and webbed sixteen of our men to the floor." Spiderman had an hazy memory of that occasion. "Huh!" He said. "I wasn't trying to be rude, it was just urgent." The agents nodded and allowed him to pass into the room ahead.

Fury was waiting for him, leaned back with arms crossed in a chair. "What's up Spider?" "I have something I think might help us track the team." Fury sat up, a little more interested now. "Oh, good." I thought you were going to try to web me to the ceiling again." Spiderman didn't recall that one. Fury smirked, "You got mad because I told you I was going home and you tried to make me stay." "I think everyone's just making this stuff up now!" He exclaimed.

Fury shook his head. "We started to think you were going insane. I'm glad to know you're not. At least not more than before." "Well, sorry. I haven't been myself." Fury nodded. "I'll say." "You look a lot better." Under the mask Peter grinned. "I feel better. Listen, I think their disappearance has something to do with Dracula. When I was fighting those creatures I knew they were shadow demons, I just didn't connect the puzzle pieces 'til now."

Fury readjusted his eye patch and turned towards the computer. "According to the most recently acquired data, Dracula was last seen at these three locations." The computer scrolled down to show a map of Colorado, then New York, and then-. "Of course! He's going to Seattle! That has the least sun on earth. Now we just need to find him and figure out what he wants with my team!" In his excitement the team stubbed his toe on the desk. Spiderman yelped. Fury chuckled. "It's a good lead, but we've got no idea how or where they might be held. We're definitely going to try."

Fury turned and shut off the computer. He reached out his hand, "I'm glad you're back Parker. We missed you." Peter shook the hand and turned to leave. "I'm glad I'm back too." Fury walked with him to the door, "We _will_ find them. Don't worry about it!" Peter smiled. "I know we will."  
He was about to punch the button to open the door, when he saw the monitor flicker to life out of the corner of his eyes. "Didn't you turn the computer off?" He asked his boss. "Yes, I'm sure I did."  
Peter groaned. "This month has been something out of a nightmare." A horribly familiar face crackled to life on the screen.

"That is exactly where you are right my friend." The voice cackled.

" Welcome to your new reality."


	6. Dawn of Discovery

**BEFORE you read this chapter READ THIS. I'm crossing some of Spiderman's abilities in the comics to some of his abilities here. In the comics, from what I understand, he had a Spidey signal which allows him to track people or things. Much like other living creatures, spiders have a tracking instinct similar to their 'Spider sense." Also, the place in Montana is a real place.**

Spiderman froze for a second. What was Nightmare doing here? He hadn't seen Nightmare for months. Plus, what was Nightmare doing in S.H.I.E.L.D? Nightmare usually seemed more concerned with world domination than superhero agencies. He scratched his nose, lost in his thoughts. He had almost forgotten his surroundings when another cackle brought him to his senses.  
Spiderman turned towards the console. "What do you want with me Nightmare?" He sighed. "What did you do this time?" Nightmare's haggard face stretched into an evil sneer. "What did I do? I didn't do anything." Fury frowned. "Then why did you come here?"

The demon laughed. " ** _I_** didn't do anything, but I can't say the same about my dreamons and their friends." Spiderman flinched, remembering his encounter the vicious dream minions during his fight in the Land of Dreams. He had barely defeated them with the help of Iron Fist and Dr. Strange. If dreamons were involved, whatever happened wasn't going to be pretty. The Spider closed his eyes. "I don't know what you're talking about Nightmare. I don't have anything to do with you." The evil spirit pursed his colorless lips in faux disappointment.

"I was worried you might say that. I was hoping you'd be more… interested." Nightmare opened his arms as though trying to encompass the entirety of the earth. "Luckily, I've decided to provide you with some motivation to listen." Spiderman hand twitched, his eyes still shut. "There's nothing you could say or do to 'motivate' me. I've got bigger problems than you right now." Nightmare scratched his chin. "That _is_ a shame." He heaved a great sigh as though deeply troubled by this position. "I guess I won't need my bargaining chips…"  
Spiderman's eyes flashed open. "What bargaining chips?" He demanded. Nightmare moved his hand up to the top of the screen. "Find me and find out." And with that, their monitor went black again.

Spidey raked a hand through his hair, frustrated. "We have too many questions and not enough answers." His mind raced. Why was Nightmare contacting him now and what were these bargaining chips was he talking about? Also, why was Nightmare talking about his dreamons? Behind him Fury was pacing back and forth across the lab. His boss was apparently asking himself the same questions Spiderman was. Spidey came to a sudden standstill struck with an idea.

What if this didn't have anything to do with Dracula at all? He had been coming at this from the wrong angle. It had been so dark when he and his team had been attacked, that he couldn't really tell who his attackers were. At the time he had been positive those attackers had been shadow vamps… But were they? He thought back to the fight analyzing every moment; maybe he had made an incorrect assumption leading him to jump to conclusions.  
He ticked his reasons basing his new idea off on his fingers. One, shadow vamps usually tried to bite their enemies, yet not a one had tried to lay a tooth or fang on him. In fact, (for shadow vamps), they seemed uncharacteristically gentle. (Well, if you call trying to rip your hand open instead of your throat gentle.) Two, shadow vampires couldn't transport away without help from their master, yet their attackers did. Three, they didn't have claws or fangs, and shadow vamps did. He lifted his arms and crossed them over his chest. _Great, the one lead I had wasn't even a good one. At least I'm getting somewhere now._

Fury stopped his pacing and positioned himself in front of the Spider. "Based on the thunder-struck look on your face, I'd say you came to the same conclusion I have. Nightmare must have some connection to the kidnappings." Spiderman dipped his head in agreement. "I have a hunch that there's more going on than Nightmare and his usual tricks. I'm gonna go check it out."

The director of S.H.I.E.L.D raised an eyebrow. "It looks like you'll need some back up." Spiderman considered his offer before shaking his head. "I don't know Fury. I think Nightmare just wants me to come. I get a feeling something bad is going to happen if someone else comes." Fury's jaw moved; a sure sign of a tirade about to begin. Before it could start, however, the Spider held up his hands. "It's not that I don't want help, I just feel like Nightmare wanted me. If you'll notice, he didn't even address you."

Nick Fury looked at the teen for a long moment. Suddenly he gave a curt nod. "Fine, if you say you don't need help, I believe you." Spiderman let out a breath he didn't even know he was holding. "Oh, good. I thought we were going to have to argue about this." Fury's lips turned up at the corners.  
"What makes you think that?"  
Spidey paused. "Well usually you tell me no, I go off and do it anyway, then you yell at me, then I get in trouble, and _then_ I spend the next month trying to make it up to you before I do the same thing again." Fury came dangerously close to a smile. "Get what you need Spiderman and get a move on. The sooner you find out what Nightmare wants, the sooner you can get back to finding your team." Fury readjusted his eyepatch. "I'll trace the signal from that video and send you the coordinates." And with no further ado, he turned on his heal and left.

…  
Down in the armory, Spiderman tried to make a list of all the things he would need. He grabbed survival pack, (in the off chance he was able to find his team) some knock-out powder, and his special web fluid. He briefly debated taking his Spidey cycle, but rejected the idea due to his want of silence, not speed. On instinct, he stuffed a couple of blankets in his pack along with an old mess kit, though he wasn't sure why. He looked around. _Well, here goes nothing._

There was a sudden beep inside his head. _What? Oh._ Fury had sent him the location like promised. Unlike his first assumption, this place wasn't in Seattle. It was in… Montana? _What the hell am I supposed to in Montana?_ He thought. He peered at the coordinates even more surprised. _What the hell am I doing in the north of Montana? Obviously Nightmare doesn't like sight-seeing, or people, or warmth, or much of anything._ He gave a disgruntled sigh.  
He punched a button on the intercom next to him. "I'm going to need someone to drop me off in the middle of freakin' _Montana._ " There was a static filled silence before an amused voice answered him. "I thought it was more of a North Western area?" Spiderman rolled his eyes. "Just get me there."

…  
Six hours later, after a few arguments and some technological difficulties, Spiderman found himself jumping out of a plane with no clue what was going to happen. He lifted his hand and made a web-chute, allowing himself to slowly drift down to the ground. He hit the ground in an ungraceful heap getting snow up his nose. He shivered and brushed himself off surveying the area. _I'm gonna have to think about adding a thermal option as a suit upgrade._ He sighed.

"Welcome to Rexford! Population- one hundred five; located- in the middle of nowhere." He chuckled. _Talking to yourself is the first sign of insanity._ His wrist vibrated as his communicator buzzed to life.

Before he could say anything a voice began to bark at him. "Fury to Spiderman, do you read?" "Yes sir! I'm in. It's a good thing I'm so cool, it's really cold out here." The man in the watch scowled. Then Fury proceeded to shake his head so violently Peter was surprised the man didn't give himself whiplash. "Keep your head in the game Parker. We don't have time for puns. You can't afford to be distracted." Peter sobered up immediately. "Sorry sir, Spiderman back on duty." His boss glared at him. "You better be! Fury out!"

Spiderman put his communicator in camouflage mode and began his search. At first he moved quickly with high spirits, eagerly looking for clues and ideas to point him in the right direction. Unfortunately, after thirty minutes of traveling through the shin-deep snow, he began to lose some of enthusiasm. After thirty more minutes of trekking through the endless path snow, he was starting to think he had the wrong state. _Man I wish Luke was here. He never gets lost._ He marched forward a few more meters ready to call it quits, when he felt a flutter in his subconscious. He pressed two fingers to his temple. _That was weird._ It was a feeling like his Spidey-sense, but instead of a tingling it felt more like a string tugging at the inside of his head.

Not really knowing what else to do, he followed it. As he walked towards the sensation, the pull got stronger and stronger until he thought his brain was going to leap out of his cranium. He grabbed his head. "Ugh." He groaned. This wasn't comfortable at all. Fifteen minutes afterward, the draw was still there, but it no longer felt like it was leading him. _Apparently I'm where it wanted me to go._ He concluded. He stumbled around blindly for a few moments before his foot bumped against something with a hollow clang.

After hopping around and cursing for a few moments, he stooped down to examine object he had hit. The Spider brushed snow off of the item ignoring his cold, numb fingers. "Aha!" He cried exultantly. He had stumbled upon a door handle.


	7. The Beginning of the End

It was the door!  
Using quite a bit of his super strength he pried the door open and dropped into the awaiting hole.

The passage he dropped into was a long metal corridor that looked as though it could collapse at any moment. His eyes roamed over his surroundings looking for a way of discrete travel. There were no hooks or doors on the wall that he could swing from, and there were no objects on the floor to provide cover. Eventually he looked up to see a ventilation shaft. Inwardly crowing over his good luck, he removed the grate and pulled himself up. Now he could travel invisibly and quickly.  
He moved swiftly and quietly through the air passages seeking information on his target. He estimated he had crawled about a mile by the time he reached an opening that looked like it led to a main area. Before going in, he decided to call Fury. He lifted pressed the communicator to his lips trying to make a minimal amount of noise.  
"Fury, I'm in." No response.  
He tried again. "Spiderman to Fury, stage one complete." He groaned on the inside starting to get a bad feeling of déjà vu. Whoever was in charge was obviously jamming all communication signals. "Damn it." He muttered. _I guess this is_ _all_ _on me_

The Spider crawled cautiously through the larger tunnel hoping to hear something of import. He was not disappointed.

Looking down he saw a sight that made his breath hitch. Soldiers were lined against the door, positioned at every entry way. There were ones guarding the stairs, the elevator, the doors, and something that he took to be a dumbwaiter. Even more were guarding a prison block made of welded titanium in which he guessed his team was being held. To his horror, (and dismay) both Nightmare and Kraven were sitting at a main computer deeply engrossed in whatever evil scheme they were no doubt planning. This, however, was not the worst part. The worst part wasn't the incredible amount of soldiers lined against the wall. It wasn't even the fact that Nightmare and Kraven were partners.

No, the worst part was _what_ , after a closer inspection, Kraven and Nightmare were looking at. He moved further up the ventilation shaft trying to make out the words they were saying. He strained his ears catching the end of one of Kraven's heavily accented sentences. "No…wait…Patience." A much quicker, angrier voice cut Kraven off. "I grow tired of waiting. Perhaps you misjudged the boy."

Kraven shook his head. "He has undying loyalty to those he considers friends. We are much like this Spider, for we too wait with our web bringing in our prey. The hunt cannot be rushed." Nightmare's head danced with dark flames, his eyes glowing with an unstable light. "If these don't convince _Spiderman_ , then rid me of his useless comrades. We need to find different means to accomplish our goal." Kraven gave an annoyed huff. "Replay the footage. It will work. Of this I am sure"

Up in the air vent, Spiderman squinted to see what 'these' were. When he did, he almost gasped and gave away his secret position. _What's going on?_ Almost as though reading their invisible spectators mind, they began to play the footage. A holographic video flickered up starting with a frame of his team.

Except… It wasn't. Even on bad days his team never looked this haggard. Someone had tied their hands and feet and strung them up against a metal containment wall. They looked beaten and weary, even White Tiger didn't have the usual air of fanatical energy that always surrounded her. Actually, she out of all of them looked like she had suffered the most.  
Her hair, which she took so much pride in, hung limp and lifeless against her chest, and her slender body was suspended carelessly in binding chains. Her cheeks (and the rest of the teams) had become hollowed much like Peter's, though theirs was most likely from starvation. Power Man, (invulnerable, bullet proof Power Man) hung in a comatose state with his hands fettered, while Iron Fist looked on the verge of panic, barely conscious.  
And Nova. Poor Nova. He was the only one who was fully awake, and he looked terrified.  
His eyes plates were bigger than a saucer's and his fingers were balled into fists, shaking as holographic Nightmare and Kraven walked past him. Peter had always (jokingly) thought Nova's worst fear was bunnies, but it seemed that Nightmare had given him something more to fear. And based on Nova's look of pure dread, Spiderman assumed he was correct.

Holographic Nightmare held one finger against his youngest teammate's face. "What do you think I'd have to do to you, to make Spiderman come to me?" Holographic Nightmare studied his victim. The boy didn't move to defend himself; he only gave a slight whimper as the demon moved closer. Taking a gulp and mustering his courage, he blurted something out. "What do you want with him?" Nightmare stepped away.  
"I don't want _anything_ with him." The villain drawled. "Personally the pest annoys me. Fortunately, I have many people who do want something to do with the bug. Spiderman will be a handy tool."

Holographic Nova's hands were still slightly shaking but he asked his next question in a slightly more steady voice. "What about Kraven?" Nightmare rewarded Nova with a wicked smile. "Kraven has a score to settle. You will find, young one, revenge is very sweet. Now stop talking, I have to concentrate." Nightmare turned to go but Nova spoke up. "Spiderman's better than you y'know. He's going to come get us _and_ take you down.  
The demon turned again and gave a very ugly sneer. "Some might find your faith uplifting and optimistic. I find it… misplaced. " With that, Nightmare placed one of his razor sharp fingernails on Nova's face and slashed the teen's cheek letting blood drip down the side of his face. From his position in the rafters Spiderman had to mentally remind himself this was a holograph. Still he hissed, squishing a solid metal pipe in his rage.  
Holographic Nightmare continued uninterrupted. "I hope for your sake, your friend comes sooner rather than later." Holographic Kraven came to a stand next to Holographic Nightmare his eyes full of hatred. Without warning he punched Nova on the chin resulting in a sickening crack from the boy's neck. Nova did not move again. The Spider blinked, afraid to believe what he just saw. But if Kraven really had killed Nova…  
Real Kraven pressed a button and the Holograph disappeared. "If the Spider does not come, we kill them all tomorrow." Nightmare nodded. "Apparently, they aren't a great enough incentive."

That was the last straw. Without even stopping to think, come up with a plan, or be rational Spiderman kicked his way out of the ventilation shaft to face his enemies; determined to grind them into dust. Kraven smiled unsurprised as the Spider stormed down from his hiding place. "At last you came. Ah Spiderman, we have so much to catch up on." Spiderman balled his fists. "Free my team!" He snarled. Kraven smirked as he hit a switch. "Gladly." Behind Kraven, the cell block spun around and dumped the emaciated forms of four people forcefully upon the floor.  
Spiderman didn't have time to revel in his relief of their freedom because hundreds of heavily armed soldiers were circling him waiting for the kill order. Nightmare strode towards Spiderman his face victorious. "Give up and I'll spare your friends. Defy me and I'll make them watch you die before I slay them. You can't possibly defeat me and escape with your friends. It is impossible."  
A red haze slowly settled over the Spider, almost taking control of his brain. Ordinarily he would have resisted this feeling, restrained it and pushed it back into the confines of his mind, but not today "Nightmare," He growled. "There's something you should know." The dark creature raised an eyebrow.  
Spiderman sank into a hunting crouch.  
"Can't isn't in my vocabulary. For me, anything's possible." And with that, he charged.


	8. Meanwhile

**Behind the Scenes**

 **Hey guys! This next chapter is from the team's perspective and what was going on while Spiderman was looking for them. It starts when they all wake up in their new prison. I hope I can get their voices right! Be prepared for minor amounts of fluff. I'm saving the rest of it for my fluffily ever after ending. Follow, like, and comment! Love you guys!**

As usual, White Tiger was the first one up and alert. She sat up quickly and jumped into a defensive position. After staying like that for a few moments, she established there was no movement- it seemed she was alone. She pressed her mask for night vision, but of course it had been disabled. _Great! The one time I get kidnapped it's by smart people._ She sighed. She would have to do this the old fashioned way.  
Holding her hands out in front of her she walked a few paces until she hit a wall of… plastic? She rapped her knuckles on the object impeding her progress. It wasn't plastic, she decided. It was more like light metal. Turning she walked the other way until she was met by another wall, but this one had a funny shape.  
She felt her way around and tugged on a handle almost whacking herself in the face. Cautiously, she stepped through the door. She hadn't taken more than half a step, before she almost stepped in a hole. She rolled her eyes in disgust. This was obviously supposed to serve as her toilet.  
She exited. Recounting her steps she was able to find the size of her room. Aside from the bathroom, (if you want to call a hole in the ground a bathroom) the room was perfectly square, 20x20.  
She sat rubbing her head. She didn't remember anything after those awful creatures had grabbed her. She looked down and took inventory. She had a minimal amount of cuts and bruises, no broken bones, and no open wounds. She straightened. She heard footsteps above her. She flipped into the corner ready to attack.

Although she couldn't tell in the dark, it looked as if a panel had slid open. Someone pushed something through the hole and it landed with a loud crash. _Is that a robot?_ The panel slid shut again, but before she could investigate the figure on her floor, it re-opened and dropped two more forms into the darkness. This time the section glided shut and did not re-open.

She approached them carefully and prodded one of the larger figures. Without warning something flashed up and grabbed her arm. The grip was weak and she broke it easily. A familiar voice crackled grumpily. "#&* ! What n-now?" White Tiger grinned and leaped towards the voice joyfully. "Power Man!" The superhero stood and glanced around, his eyes not functioning well in the dark. "White Tiger?" She smiled again. "Yes! I'm so glad I'm not alone!"

Then she swallowed remembering she had an image to keep up. "I mean, it was nice of you to stop by." Although she couldn't see him, she had the feeling he was smiling too. "No problem." She thought for a moment. "They must have put us all in the same room. Those other two things must be Iron Fist and Nova. The two teens moved quickly over to their friends. Whatever drug they had been given had obviously begun to wear off, because a few minutes later both Iron Fist and Nova were awake and conscious.

"I feel… disoriented. Where are we my friends?" Regrettably, no one could answer his question. Nova however, had a different concern. "Ugh, can I light up, this dark is creepy." With unanimous consent, he scrunched his face and became their own personal flashlight.  
Honestly, there was nothing different about having light, other than they could see each other more clearly. Much like White Tiger had suspected, they were in a somewhat large room made from a type of see through metal. "Power Man, can you break us out?" The big guy nodded. He pulled his fist back and punched into the metal, but was shocked (literally) to find his hand flying backwards covered in small burns. He cursed, but then lightly pressed his hand against the wall.

"We're obviously in some kind of electrified prison. As long as we don't try to escape, the sensors aren't activated. It's also not really metal; it's more of a solid elastic. That's why I couldn't punch out of it." Nova bit his lip. "What if I Nova beam us out?" Iron Fist shook his head. "I believe in doing so, we would electrify the whole room." White Tiger nodded her assent. "We still have one more option though; what about the trap door?"

Nova flew up to check it out, still radiating light like the world's largest human torch. "I can't find a trace of it. It's like it just disappeared into the ceiling." White Tiger frowned. "Okay, come back down. I guess we're stuck for now." Nova powered down and sat back in the circle.

For a while, no one spoke just sat there, each absorbed in his or her thoughts and plans of escape. Power Man sighed. "I hate this. There's not even an enemy to fight. It's like they just stuck us here and forgot about us." Nova swallowed. "What do they even want with us?" Much like Iron Fist's earlier question, nobody had an answer. They once again lapsed into silence.

Time passed, but there wasn't so much as a foot step or a whisper to be heard from their surroundings. They were completely alone. Seconds turned into minutes which turned into hours, but there were still no signs of life from above. White Tiger moaned. "I'm famished. And parched." The rest of them agreed.  
Nova flew around the room in endless circles. "So what's their plan, to like, starve us to death. If it is, it's working." Sadly, that was the most plausible explanation anyone had come up with yet.  
White Tiger secretly agreed, she needed food almost as much as Luke needed protein shakes. Instead she snapped, "Stop flying in circles, you're making me dizzy." Iron Fist laughed. "I don't believe it's Nova, I think it's the food, or the lack thereof." The most awful part, though, wasn't the lack of food or water; it was the total disconnection from reality. Two years could have passed, and there would have been no change.  
Power Man felt like he was slowly going insane. "Nova, will you turn yourself off? I need to sleep."  
Nova's light went out almost instantly. The kid must have been more tired than he let on.  
After what seemed like a night had passed by, (or at least what passed for one in that timeless place), they sat up ready for another day of endless tedium and starvation. By the end of what Iron Fist judged to be the second day, the rest of the team was weak and unmoving. Iron Fist chose to meditate, hoping to have his attention captured in a place other than his growling stomach and desiccated mouth. The other's dozed on and off in various stages of wakefulness.  
Eventually they were all plunged into darkness when Nova lost the energy to produce light. "Sorry guys." The young teen managed to mutter before he passed out. By the end of the third day, White Tiger was sure they were going to die. They were stronger than regular humans, but they could only go so long without water. They could probably last another day or so without food, but if they didn't get water soon they would succumb to the weaknesses of their bodies.  
She pulled up her mask, her eyes burning with unshed tears. She didn't want to die this way. It seemed a shame to die here without a fight. If she died, she wanted to do it protecting someone or in a fight- not slowly starving in a dungeon in God knew where.  
She crawled over to Danny, resigned.  
"Danny, we're going to die, aren't we." The boy opened his eyes and smiled at her.  
"No, we aren't. We need to stay strong. Something will come. Good things come to those who wait." He closed his eyes and resumed meditation. She sighed and laid her head on Danny's shoulder. "I wish I could have as much hope as you do…" She mumbled. Iron Fist reached over and squeezed her hand. "Have faith Ava. Everything will be alright." Her eyes watered. "How do you know?" He nudged her with his shoulder. "I don't, but I have trust in the future."  
Later in the third day, the hatch slid open and someone lowered down something with the consistency of gruel and bottles of water. Iron Fist opened his eyes prying the now unconscious Ava off of him. He stepped over her (cautiously) and went to wake the others. "You need to wake." He said. "We have been given food." The others slowly sat up as he propped Ava into a sitting position and pressed his hand, (glowing as his Iron Fist) on her back. She gasped to life, as though jumper cables had restarted her brain.

Danny held up his hands as she spun around in confusion. "They have brought us food." They all turned towards the water and bowls of mush. Luke removed his sunglasses. "What if it's drugged?" Nova shrugged. "We don't really have a choice do we." As usual, Nova was able to adequately sum up a situation in a few words. The others murmured assent and began to eat. The world seemed to become blurry as they ate. Turns out, it was drugged.  
They woke again, this time in a different room of the same proportions. They must have been moved as they slept. This one was slightly better though, they got food and water every day, and were provided with a proper sink and toilet. And so life went. Sam estimated they had been in captivity for almost two weeks. The next day, their food was drugged, and they passed out knowing they were being taken to a different place.  
When they woke again they were lined up and strapped to a metal wall with cuffs around their ankles, torsos, and wrists.  
Power Man was on the far left; next to him was Nova who looked much more alive. On the far right, Iron Fist was suspended and White Tiger was in between Iron Fist and Nova. The room was much larger than their last one, with the area being the size of a football field. Power Man looked at the wimpy chains grinned. "Hold on guys, I can bust us out of here." Before he could do that, a voice stopped him cold.

"Ach, I would not do that." A hulking figure came out of the shadows and into view. "I was warned about your strength. Break those chains and they explode, taking your friends with them." _Kraven?_ Power Man was shell shocked. _What in the name of all that's sacred..?  
_ White Tiger yowled. "Kraven! What do you want? Let us go!" Kraven looked at the knife in his hand. "I have not come for you White Tiger; I simply need you and your team as hostages. Every great trap has great bait."  
 _The rest of the team..._ Nova lifted his head hit with a horrified thought. "What did you do to Spiderman?" Kraven leered. "Nothing yet. When he comes for you, you will see." He strolled past. "For now I need to teach you manners. You will be silent when I speak, and obey my commands." Nova rolled his eyes. "Yeah right meat face." Kraven ignored him but turned to White Tiger and dragged his knife down her arm, ripping her suit, drawing blood. For a pacifist, Iron Fist looked down right murderous. "Leave her alone Kraven."  
The hunter put a finger to his lips. "Every word you speak is a cut I give your friend. I demand silence and respect while I am talking." Wisely, Iron Fist and Nova shut their mouths glaring at him. Kraven moved over to Power Man. "What I wouldn't give to know what makes you so strong." He twirled his blade around his fingers tauntingly. "Perhaps if Spiderman doesn't come, I can dissect you and figure out."  
Power Man smirked. "Sorry a**hole. Invulnerable, remember?" Kraven stared at him. He contemplated for a moment as though imagining him cut into pieces, then backhanded the teen into his containment device. It couldn't have hurt much, but the action was terribly degrading. "I thought I communicated my distaste for your speech. I had hoped, your first room had sufficiently weakened you. Sadly, I think you need more practice time."  
Power Man raised his eyebrows, confused. He wasn't confused for long though. It turned out; 'practice time' was another two days of starvation coupled with brief, torturous meetings with Kraven and to their surprise Nightmare. At the end of the last day, Nova was the only one awake; the rest of his team had passed out from stress and hunger. He thought nothing could surprise him now. That was before Nightmare got impatient and slashed at Nova's face, asking what he had to do to make Spiderman appear. The last thing he remembered before he fell into the darkness was the feel of Kraven's fist against his jaw. And then he knew no more, floating, dreaming, bouncing lower and lower into the depths of his mind.


	9. A Fight for Freedom

**Hey guys! Thank you for sticking with me so far. This is the fight scene all of you have been waiting for. I'm rating this R or whatever comes after T for EXTREME VIOLENCE and some gruesome detail. I repeat- if you do not like violence, do not read this chapter. I hope you guys enjoy, hope I didn't go overboard. Follow, like, and read!**

Spiderman blinked rapidly- he couldn't believe it. Nightmare had just whisked his friends away without warning, a fight, or anything. He felt something change inside him. He felt stronger, harder, less controlled. A cloud of hatred settled over his gaze. His voice was hard and cold like a blade; harsher than anyone had ever heard. "You'll pay for this" He said gritting his teeth. Kraven gave him a look of utter revulsion, then turned to the soldiers. "Kill him." Spiderman almost smiled under his mask. They would be sorry the messed with him. He was about to show them what happened when you messed with the _Ultimate_ Spiderman. He charged once more, resolved this time, to end things for good.

…...  
In their laser controlled cell, the four superheroes watched, wide eyed as their team leader proceeded to beat the living hell out of the hired combatants. Spiderman twisted and turned dodging everything yet not missing a single one of his shots. He leaped from wall to wall with unthinkable speed casting webbed nets wherever he went. He ensnared dozens at a time, but the soldiers seemed to keep on coming. Evidently he realized this too. They watched him hastily bring something out of his waistband that looked suspiciously like knock out powder.  
He whirled around the room sprinkling it on the piles of humans he had already put out of action. By the time he finished, half of the force was already down but Spiderman kept going. A punch here, a sidekick there; Spiderman was unstoppable. He spun throughout their ranks taking down four men at a time.  
There was something frightening about the composed and unruffled countenance of the Spider as he knocked heads together and destroyed whole throngs of men.  
Unlike his usual fights, there were no quick and witty comments being thrown about. Spiderman was concentrated, quick, and absolutely inescapable. Iron Fist watched him knock out two men and use the body of a third to block a hit from another. He pressed his finger against the neck of another one, and the man spasmed before falling to the floor unconscious. The Spider appeared to be everywhere at one time. No one could hit him, but no one could escape him.  
When the fallen soldiers' comrades realized they were losing, many tried to run and return to their decks and stations; but Spiderman didn't stand for that. He chased after them blocking their escape with his webbing. Before the men had a chance to do anything, Spiderman came up behind them and efficiently wiped them out. Nova was in awe. Their leader had just taken down over five hundred soldiers in under ten minutes.

Spiderman took no notice of the feat he had just accomplished and turned his attention to Kraven. The man looked irate. "Enough!" The hunter bellowed. He grabbed a spear from a fallen soldier and went barreling towards Spiderman. Spiderman didn't even flinch. White Tiger knew from personal experience that Kraven was almost impossible to beat even with teamwork. The Spider, however, was unfazed. As Kraven passed by Spiderman jumped behind him, and stabbed his elbow into the man's back.

Nightmare started forward to help, but Kraven held up his hand wincing. "I will defeat this one myself." Once again, Spiderman was uncharacteristically quiet, saying nothing to reveal his feelings. "What?" Kraven asked in demeaning tone of voice. "Was the bad joke shop all out of puns. You're losing your edge pest." Spiderman still said nothing.  
This time when Kraven came Spiderman ducked, kicking at the huntsman's knee caps. Kraven screamed. By the sound of it, the Spider had broken both of them. Not finished yet, the Spiderman pinched a vein in his neck until the hunter's face turned purple, and he went down. The Spider spat at Kraven's body. He looked up, his ears tuned towards an unusual sound.

Spiderman turned to see Nightmare chuckling at Kraven's unmoving body. Nightmare's laugh resonated throughout the cavern. He began to clap slowly. "Well done bug." Nightmare began to approach the Spider, kicking Kraven's body out of the way with loathing. "I have no use for lesser beings." He said looking directly at Spiderman. Spiderman met his gaze unwaveringly. When he spoke sounded different.

His voice was like the lining of a coffin, soft yet deadly. "I'm going to give you one chance to free my friends and give yourself up. If you don't, I'm going to destroy you." His stare was icy and resolute. "Permanently." Nightmare smirked. "Brave words child, but you can't follow through."

Spiderman's eye plates narrowed. "Try me."

Nightmare accepted the challenge, attacked with super human speed flinging Spiderman into a wall before the teen could move. Spiderman bounced back off the wall, groaning as he looked at his shoulder. It had been pushed severely out of socket. Spiderman pay no attention to his arm but once again attacked his foe. He feigned towards Nightmare's ankles as though he was going grab them but instead kicked him in the face followed with an uppercut to the chin. He kicked his leg up high and wrapped it around Nightmare's throat. The Spider pulled down with devastating force. Spiderman moved faster than he ever had before and each punch and kick seemed to have an extra ton of power behind it.

Even with one arm out of commission, he continued to strike, kick, and punch Nightmare into submission. Wrapping one hand around the criminal's neck, he slammed his head into the floor. Just as the demon was about to stand Spiderman flipped him over his back, taking him down.

Nightmare cried out as Spiderman put his foot his chest. "I warned you!" He growled. He lifted up his foot and stomped on his victim's ribs, breaking many of them. Nightmare screamed and tried to return to Dreamland, but Spiderman held him fast. "You are going to pay for what you've done."  
Nightmare suddenly didn't look so much like a powerful and immortal demon; instead he looked like a frightened, pathetic, old man. "No, please!"

Spiderman shook his head. He did not understand that word. Spiders didn't use tactics like that. They found their prey, and they destroyed them. 'Please' had no meaning in his mind. There was only the hunt and the capture. Spiderman took hold of Nightmare's shoulder and wrist and twisted them, breaking the bones completely in half. He grabbed his own shoulder and wrenched it back into its place with a satisfying pop. He could vaguely hear his friends yelling at him in the background, but they didn't matter right now.

His rage was all consuming allowing him to focus on nothing else. He felt as though the balloon he had felt earlier had popped, leaving him with shards of broken pieces in his heart. His hands itched for revenge. He looked down and realized that they really were itching. A black substance was oozing out of his hands, making them prickle and burn. Experimentally he placed his hand against Nightmare's chest. Almost immediately Spiderman caught the stench of burning skin, tied with the sound of water on a hot iron. Acid?

He lifted his hand up to the light holding it almost reverently. "I didn't know I could make my own acid." His voice was hushed, muted with wonder. There was complete silence, even his team was quiet. "I must really hate you for me to get angry enough to do this." He smiled without mirth, and placed his hand once more on Nightmare's chest slowly melting his way through skin, muscle, and bone. Unlike humans, Nightmare's blood was black and sticky, and it ran over his fingers as the demon's skin curled away from the wound.

When he had first been showed the symbiote of venom, he had been unable to fathom how such a vicious creature had been formed from his blood and DNA. He was one of the least brutal people he knew. Now he understood. The aggression and power had been there all along, he had just been afraid to use it. He hadn't wanted the responsibility that came with that power. A particularly loud scream cut through his revelations, and he turned his attention back to the present. Nightmare was still shrieking as Spiderman burned his way through his body. The man's howls echoed strangely against the walls of their abode.

Nova licked his lips, his back pressed up against the wall in terror. None of them had ever seen Spiderman like this before. Spiderman was calm and friendly, never vicious and deadly. It seemed like they kept forgetting, that under the goofy science nerd- there was the skill of a commando, and the power of a full army. What they hadn't known, was that Spiderman had a mean streak too. After today, Iron Fist was sure they wouldn't forget it.

The team could hear Nightmare's awful screams ricocheting off the walls repeating themselves over and over again. "Please, anything, I'll do anything." Power Man looked fearfully to see what Spiderman was going to do. The Spider shook his head slowly. "I don't want anything, I want my revenge." The demon writhed in agony under his palm. Spiderman had the ridiculous urge to laugh at him, laugh at his weakness and pain. The Spider took almost sadistic pleasure in watching this wretched creature die.  
He now comprehended what Deadpool had been trying to tell him in a fight so long ago. He now understood why it had been so easy for the mercenary to 'unalive' people without even thinking about it.

At the time, he had questioned Deadpool, asking him where his morals were, feeling confused when he was told not everyone had the luxury of morals. Spiderman hadn't known how you couldn't have the luxury of morals, but now he realized Deadpool was right. It _was_ more fun to laugh at the pain. To _hurt_ those who hurt you times a thousand, maybe more." He now recognized that maybe Deadpool wasn't insane. Maybe, he just had a better view of the world. One that wasn't seen through rose-colored glasses.

Nightmare was still thrashing about, and the fiend reached his unbroken hand up to try to free himself. Spiderman slammed his whole arm against the tile with a nauseating snap. The Spider glared down at the form in front of him; the form that was no longer a threat, a tool he no longer had a use for. "I think I've proved my point Nightmare." He said with a voice like a metal tipped whip, sharp and lethal.

Spiderman stood and walked towards the head of the figure. "You won't ever bother me again." Spiderman stomped on Nightmare's leg, no doubt breaking it as well. The man screamed again. Spiderman continued with that calm, scary voice. "I know I can't unalive you- you're immortal." Nightmare swallowed.

"What do you mean unalive me?" Spiderman inhaled, breathing in the scent of Nightmare's pain, his fear. "I think you know. Destroy you, make you disappear, sleep you with the fishes-" He paused as he recalled Deadpool's words. "I'm going to k-word you." Nightmare's countenance went slack with terror. Spiderman continued his dialogue uninterrupted. "I can't get rid of nightmares, your essence will prevail even after death, but…" Spiderman snarled. "I can at least get rid of you. I too, have no use for lesser creatures."

He reached his hand over Nightmare's chest. "I'm going to rip out your heart like you did mine." Spiderman's fingers dug into his chest. In the echoing silence, the sound of tendons and ligaments snapping seemed almost too loud to bear. Before Spiderman could go any further, a piercing noise broke through his head, the distinctive sound of Power Man's taxi cab whistle. Behind him he could once again hear his friends shouting something at him, but now he could actually hear the words they were saying. They were screaming at him, pounding into his brain.

White Tiger was shouting at him the loudest. "You can't kill him! It's not the right answer. " Iron Fist seconded her, "Two rights do not make a wrong, Spider. Please, stop," Power Man was trying to convince him to just step away. "He's not worth it man, come on!"

Spiderman paused. "You don't understand! I have to do this, for me." White Tiger shook her head ignoring the laser that burned into her neck, "I understand Spidey, I really do. You can't kill him though, you're better than that." Spiderman ignored them; none of their words affected him, and he turned back to finish Nightmare off. As he was turning around he caught sight of Nova scrunched in the corner.

The boy had flattened himself against the wall, all attempts at bravado gone. His helmet had been pushed off and was located across the room next to Iron Fist. His eyes were frightened and his face was pale, all blood having drained from it long ago. At first Spiderman thought it was because of Nightmare, but then he realized Sam's gaze was on him. Sam was terrified of _him._ He felt as though he were struck by a branding iron. That realization was like a bucket of cold water to his senses. All of his rage flooded out of him, leaving him only with a feeling of great regret.

Iron Fist noticed that Spiderman seemed to have snapped out of whatever trance he had been in. Moving his eyes side to side, (careful not to activate the sensors) he saw that the others had noticed too. Power Man let out a breath he had been holding, and White Tiger's shoulders slumped in relief. Nova however, was still pressed against the wall. Iron Fist's eyes darkened in sympathy.  
Out of them all, Nova had had to be the bravest and endure the most. Even when they had all been unconscious Nova had stayed awake, trying to protect them. Now, though, he cringed against the wall as though expecting Spiderman to attack him. Iron Fist frowned. "Calm down Nova. He's in control now." Nova said nothing, but remained in his postition on the wall.

After staring at Sam/Nova for a minute, Spiderman abruptly stood up leaving the demon to his own devices on the floor. The Spider jumped over to the partially ruined console, and freed his teammates. As soon as Spiderman turned his attention away from Nightmare, the evil spirit managed to mutter something and disappear in a puff of smoke. Spiderman couldn't have cared less. His team almost fell out of their containment devices. They eyed him warily. He looked down at his feet in shame.

"I-I'm sorry. I don't know…" Spiderman's voice trailed off helplessly. "I'm not sure what came over me." Iron Fist approached his friend slowly. "Just calm down Spider. We can discuss this later. Right now we need to call S.H.I.E.L.D and have them pick up the soldiers and Kraven." Spiderman pressed a button on his communicator. Now that Nightmare was gone, his devices seemed to work fine. Spiderman looked up. "I sent him a text letting him know."

He closed his eyes apologetically. "We need to get you out of here before the soldiers wake up. You guys are in a bad way. I'm sorry, this is all my fault." White Tiger opened her mouth to contradict him, but Power Man shook his head. "Let's find somewhere to camp for the night, Fury might not get here for a while." Spiderman nodded. "Yeah, let's go." And with that he hoisted Iron Fist and White Tiger onto his shoulders leaving Power Man to carry Nova who still hadn't made a sound.


	10. Snow Camping

**This chapter is more of a transition chapter. It's where Spiderman gets them out of the building and finds shelter until S.H.I.E.L.D can come. Not one of my best, but needed as a transitory chapter.**

They had run almost a mile into the complex when Power Man stopped and all but dumped Nova on the floor. Spiderman turned, absurdly annoyed about the halt in their progress. "What is it Power Man?" The superhero had his hands on his knees and was panting heavily. "Hate to be a drag Spider, but-" He paused to gasp for air. "I haven't eaten for two days and I don't think I can stand anymore." Spiderman cursed himself as he readjusted the survival pack he had situated on his back. "Sorry, I forgot." He looked around.  
Most underground facilities had an aircraft wing designated for quick escapes. He did a few quick mental calculations and estimated they were about five corridors away from a hangar. He faced the weakened teen in front of him. "Can you make it another quarter of a mile?' Power Man grimaced, but stood and hoisted Nova onto his shoulder once again. The two started forward for a second time, now at a slower pace. After what seemed like hours, Spiderman and his friend reached their destination.

They glanced around. All of the planes were dilapidated and old- most of them missing wheels, windows, and sometimes whole wings. Power Man scowled. _Great! I guess we're stuck here._ Spiderman did not quit, but hunted for one in a slightly usable condition. There were none. He was about to give up hope when he spotted a decrepit, little helicopter that was almost hidden under the shadow of a larger plane. When he finally reached it he set Iron Fist and White Tiger on one seat and pulled Power Man and Nova up onto another. Power Man glanced at the gas tank with concern. "This copter ain't going to take us far. We got fifty miles at most, and we don't even know which direction to go." Spiderman rolled his eyes. "Have a little faith!"

Power Man grumbled. "Faith. That's all that's keeping me going. Do you even know how to fly this thing?" The Spider coughed. "Well, in theory yes, but in real life…" Power Man sighed but still strapped him and the others in. Spidey pressed a button that looked like a set of doors, and the roof began to slowly rasp open, leaving room for the helicopter to take off. Spidey stared at the controls. "It can't be too hard, I mean I'm a science and mechanics geek." Power Man grinned. "It sounds like you're trying to convince you more than me."

Spiderman concentrated, trying to block all distractions (*cough* Power Man *cough*) out. After studying it for a bit, he realized that this wouldn't be so difficult. Soon they had flown out of the underground lair and into the open, snow filled, skies. They flew for a while in peace… but then they started to run out of gas. Power Man tried to keep his voice controlled and calm, but Spiderman could hear the alarm throughout every layer. "What are we going to do? I'll be fine, but you guys-".  
The Spider held up a hand. "I thought about this before we went up in the air." He motioned for Power Man to pull everybody in. "My web fluid has the strength and endurance of metal many times over." He held his hands up. "I'm going to put us inside a web-sack, so when the plane explodes, we'll be safe. It should cushion our fall as well." Power Man raised his hand. "Should?" He asked. Spiderman smiled. "What's life without a little bit of a risk?"

The engine shuddered, cutting their conversation short. "Okay, hold on!" Spidey lifted his hands and covered them in a cozy little ball of webbing. The helicopter lurched causing the people in the ball to roll over each other. Even though sound was muted in the ball, they very clearly heard the sound of several metal pipes exploding at once. And then they were falling lower and lower. Spiderman had never been a particularly religious person, but he found himself praying as he fell. By the looks of it, Power Man was engaged in the same activity.

Before they knew it, it was over. They landed safely if not gently, and after a further examination, everyone looked fine. Power Man had a queasy feeling in his stomach. It felt like they were …rolling? Spiderman used a blade concealed in his web-shooters to burn a hole through their safe bubble revealing that they were in the middle of a partially frozen lake. Power Man swallowed down his nausea. They were bobbing.

Spiderman thought for a minute, then braced his feet against the inside of the ball and shot a line towards some trees. Then he began the time-consuming, tedious, task of pulling them to shore. Power Man honestly wanted to help, really he did, but he barely had enough strength to stay awake. After about ten minutes Power Man felt the web/boat bump against land. He sighed in relief. He hated riding in machines-aircraft, cars, boats, trains; they all made him absolutely nauseated.

Spiderman ripped a bigger hole in the side of their inventive crash-protector, allowing Power Man to pull the others out. While Power Man staggered around in the snow, Spiderman surveyed their surroundings. _Well what do I have to work with? Snow, snow, more snow, some trees, and more snow._ He almost laughed. _At least we won't die of thirst or heat stroke._ He turned to ask Power Man what he thought, only to find the burly teen passed out next to his other teammates. Spiderman scrunched his face in concentration.

He needed to go find a shelter, but he also needed to keep his team safe. He opted to leave his team and go find a place to stay. They had just flown from one of the most remote places in Montana to a place most likely in Canada. He figured he didn't have to worry about his team. He shivered. _I hope I find a place soon. If I don't, we'll all get frost bite._ After about twenty minutes of aimless wandering, he located a small, empty cavern. It wasn't big enough to fit all of them, but with some help from his webbing it just might. He stuck his head into the cave, and after determining there was no danger, he tossed the survival pack into the corner and raced back to his friends.

When he arrived, he was pleased to see them all huddled together- awake. He cleared his throat to get their attention. They looked up. "Guys, I found a place to stay." White Tiger grumbled at him, "About time!" Iron Fist rubbed his frozen nose. "Are we walking?" Spiderman puckered his brow. "Can you?" Every one nodded. "Good." He said relieved. "Follow me, it's not far."

When they reached the cavern, everyone's spirits seemed to lift. Even Nova, uncharacteristically silent, nodded in appreciation. "Power Man, you got enough juice in your tank to take down those two trees?" The Spider asked pointing to two large trees on the right. Power Man went over, and with two powerful side-kicks he knocked them down. Spiderman then turned to Iron Fist. "Iron Fist, I need you to chop these into sections of four. The K'un-Lun hero nodded and proceeded to do as the Spider asked.

Next the Spider addressed White Tiger. "White Tiger, I need you to cut six grooves at the end of each trunk and one in the middle." Groaning about her icy fingers, she hopped to work. Reluctantly Spidey turned to Nova, not knowing what to do with a solemn and serious Nova. "Nova, when she's done fit them together to form three walls and a roof." Nova also nodded and went to work.

Spiderman was flabbergasted. Now Nova wasn't talking and he was obeying orders? On a normal day, that would have made the Spider happy, but today it just made him wonder if he had permanently damaged his relationship with Nova. When the other four finished and put together Spiderman's little project, they were enclosed in a roomy space that barred the snow and most of the wind. Because the logs were of all different sizes, air still got in allowing them sufficient ventilation.

White Tiger shuddered. "It's nice to be out of the wind and snow, but I'm still freezing, and starving. Spiderman stood, hit with a sudden idea. "White Tiger, will you cut a hole for me on this side. About the size of a door?" White Tiger gave him a strange look but complied. Spiderman then ducked out the hole and left the four alone. Within minutes he was back, carrying a huge stack of wood on a piece of damaged metal.

He grinned shaking snow off of his mask. "It's the door to the helicopter. He deposited the wood onto the floor, then turned and fitted it into the frame he had told White Tiger to make. "There, now we can come and go."

The Spider took the majority of the wood and put it in a dry corner. The rest of it he put in the center and solidified with webbing. "Nova, can you light this up?" Nova lifted two fingers and blasted the wood. It flickered to life, dancing with a merry little flame. Their impromptu shelter was soon dry and warm.

Spiderman stood and retrieved his survival pack from the corner and began to pass blankets to all. After ensuring everyone was warm and comfortable he held up two packages he had found in the bag. "We've got dehydrated potatoes and chicken, and ramen." Iron Fist chuckled. "I choose this ramen. I don't understand how one could go about dehydrating a chicken." Power Man and White Tiger seconded his motion, while Nova shrugged and looked away.

Spiderman took one of the foldable pots and went outside to fill it with snow. While he was away, Iron Fist tried to approach Nova. "Tell me what is bothering you my friend, perhaps I can help." Nova shook his head. "I'm fine." He muttered, but the tense way he was sitting defied his answer. Iron Fist didn't have time to press him for more information before Spiderman came back through the door with his snow- soon to be water.

Fifteen minutes later Spiderman ladled soup into four inflatable bowls and handed everyone a set of plastic ware. Spidey realized exactly how hungry they had been when they wiped out a whole gallon of noodle soup in less time than it had taken him to prepare it. Spiderman pulled up his mask and looked into the bottom of the pot. It was all gone. He had waited to eat, wanting his team to get what they needed before he fed himself. He sighed, wishing he had brought snacks of his own. He reached over and half heartedly prodded the survival pack.

Iron Fist and White Tiger looked ready to about pass out from exhaustion, and Power Man was already there. Spiderman toyed with his mask in his hand giving them what he hoped was a reassuring look. "Go to sleep guys, I'll cover you." Too tired to argue, they both fell victims to the embrace of sleep. Nova took his helmet off (turning himself back into Sam) and cradled against his chest. Then he too fell into sleep's greedy clutches.

Peter walked over to him. In his sleep his face looked peaceful, almost angelic in quality. Gone were the worry lines and angry set of his mouth that looked so out of place on his youthful face. His hands, instead of being balled up at his sides, were relaxed gently holding his helmet next to him. Peter noticed that his laugh lines were also back, something that he hadn't seen Nova/Sam do for a while.


	11. Let's just talk it out

**Hey guys! This is the chapter where Peter finds out what's wrong with Nova. Max amounts of fluff towards the ending. If you like it, please favorite and review. Thanks and enjoy!**

In need of something to do, Peter crawled back over to the survival pack in hopes of finding screw driver to check his web shooters. Eventually he located one, and was able to disassemble his shooters and fill them with web fluid. He became gradually immersed in his work, his attention fixated by a problem he was having with the intake canisters.

Suddenly he heard a gasp, like someone was drowning. He leapt to his feet, immediately on high alert. His ears focused in on the sound. It sounded like it was coming from Sam. He relaxed and tiptoed over to him. Sam bolted up into a sitting position, panting as though he had just been running. Peter sat down next to him slowly, not wanting to startle him.

"What's wrong Sam?" He asked as gently as he could. Sam's eyes were wide. He reached a finger out tentatively to touch Peter's arm. "Are-Are you-". He stuttered. "Are you real?"Peter smiled kindly. "Yes I am, Sam." (Ha! Rhyme!) Pete reached out to squeeze Sam's shoulder. "What's wrong?" Sam's eyes were still wide, panicked. "How do I know I'm not dreaming." He grabbed Pete's arm with an almost painful intensity. Peter gently pried his fingers off. "Sam relax, you had a nightmare."

That was the wrong thing to say. His pupil's dilated and he started gasping for air again."Nightmare! He's here?" The teen almost broke his arm trying to untangle himself from his blanket. Sam's eyes were glassy and feverish; his mind obviously elsewhere. The eyes focused on Peter. "Pete, we have to get you out of here. He wants you." Peter had caught up to the program now. Nova was living a nightmare. Before he could say anything Sam's mouth dropped open with horror.

"No!" He said forgetting about Peter. "I don't know anymore about him than you do." Sam flinched at an invisible hand. "I don't know!" He whispered. Peter realized with a start, that Sam was talking about him. Nightmare and Kraven must have tried to interrogate Nova for information about Spiderman, and he had refused to give any. Abruptly, Sam spun around again.

"I can't believe it. I didn't know he could…" He broke off and pressed himself against the cave wall. Sam's voice trembled with heartbreaking despair. "Pete no, please don't." Peter knew this one. It was when he had lost it and had almost killed Nightmare. Peter shook his head, Sam had suffered enough. He reached his hand out and pinched a nerve in Sam's arm. The teen shuddered and collapsed onto the floor. After a minute he shook his head and seemed to wake up.

Sam tried to stand up, but almost fell over. "What just happened?" Peter steadied him. "You had a nightmare." The younger boy rubbed his head. "Yeah… I have quite a few things to have nightmares about." Peter sighed. "I think we need to talk about what happened, and-," Peter lifted his eyes to the wooden roof. "I also think I owe you an apology." Peter ran his fingers through his hair. "I'm sorry for letting you see what I did. It was irresponsible, and I shouldn't have lost control."

Sam took a deep breath and sat down again and looked at his hands. "Why did you do it?" He asked not meeting Peter's eyes. Peter didn't know how to explain. "I don't know. I didn't do it because I wanted to kill him, it was more like a need. I usually depend on my Spider abilities to fight, but I guess I let them command me. I went too far."

Sam spoke quietly almost agreeing with Peter's statement. "What he did to us was bad and like, totally wrong, but what you did-". The boy's voice was now softer and almost inaudible. "It was almost worse." Pete closed his eyes, the shame and sorrow washing over him in a tidal wave. Sam continued with almost a bewildered countenance. "When you were there, killing him, it was terrifying. You're always responsible, you get your missions done, you're a straight A+ student, and you never lose control."

He paused and looked up at Peter whose eyes were still closed. "Then when you attacked him, it was so different. It was like if someone had possessed you. At first I was really amazed y'know." Peter opened his eyes and folded his hands in his lap listening. Sam used his finger to draw patterns on the ground as he talked."You took down hundreds of soldiers in less time than it takes me to take down fifty. But then you were torturing him and breaking him and you were so angry. I thought for a minute you were turning into a bad guy or something."

Peter unfolded his hands and leaned back. "I thought I might too." He confessed. "You don't know how it felt. Once I let go, and allowed myself to reach my full potential, I could have done anything. That much of that kind of power… it's kind of hard to resist." Sam nodded. "I understand, but…"

Sam didn't understand how to explain to Peter. When Spiderman was fighting he had looked so powerful and so unstoppable. He had been like a machine, twisting and fighting and creating a path of destruction towards his targets. Then Kraven had attacked him, and Spiderman had discarded him with almost a disgusted ease. Then when he had taken down Nightmare, Sam had expected Spiderman to tie him up and leave a jaunty little quote like he usually did.

Instead the Spider had broken bones in each of the demon's limbs watching him thrash about in pain. Rather than looking horror struck as Spiderman usually did after accidentally hurting someone, he seemed to get joy out of the screams of pain. As if that wasn't enough, Spiderman had gotten so angry he had discovered his own brand of acid.

Sam hadn't liked the unhealthy light in his eyes when he had held his hand up. Even under the mask Spiderman's face had been greedy, hungry. Sam had been petrified. He liked to think of himself as an incredibly awesome and fearless hero, but to be honest, that Spiderman scared the crap out of him.

Then had come the worst part. The Spider had burned through Nightmare's very flesh with a nauseating calm. If the team hadn't been there to stop him, Sam knew with absolute certainty that Spiderman would have ripped out the villain's heart and killed him. Spiderman had always been his constant. To see him do that shook the whole foundations of Sam's world.

One thing Sam had always like about Spiderman was that he was like a rock. He was solid, dependable, and always there. Although his ideas and solutions to problems were unorthodox, crazy, and unpredictable; his actions were always the exact opposite. No matter how the job got done, Spiderman always ended it the same way.

Peter gave him a troubled look. "I guess you hate me now." Sam's eyes shed tears he hadn't even known he had. _Well I guess that's gonna ruin my macho mojo._ He thought briefly before the tears began to flow. "Yes I hate you. I hate you for scaring me. I hate you for leaving me when I counted on you. I hate you for burning that man and letting me see. I hate you for always being so perfect, and I hate you for making me so disappointed when you're not."

Peter nodded suddenly understanding. "Let it out Sam, just let it out." Sam hiccupped. "I hate you for always knowing what to do, and always being able to do it. I hate you for being strong even when I'm not. I hate how you're so smart, but never make anyone else feel dumb even when they deserve it." A tear rolled off his chin into his palm.

"I hate you for being so tolerant of me even when I'm being a pig. I hate you because you take responsibility for everything even when it's not your fault, just so you can keep us safe. I hate how you let people push you around as Peter Parker when you could easily hurt them just as bad. I hate you for being so understanding even when a person doesn't deserve it. But most of all I hate that you can always see the good in other people, but not yourself."

Sam continued to hiccup and covered his hands with his face. Peter scooted forward and embraced him, holding him while he wept. He rubbed his back soothingly. "It's alright Sam. Just let it out. You don't always have to hold everything in." Gradually Sam's hiccups stopped and his tears began to slow. "Sam you can talk to us." Pete said looking around at the unconscious superheroes. "We're your team, your family. You can tell us anything." Sam nodded and swiped at his eyes futilely. Peter grabbed the corner of the blanket and dabbed away the rest of Sam's tears.

"You don't have to pretend for us. We love you just the way you are; bad puns and all." Sam gave Pete a shaky laugh. "The bad puns are your department Web-head." Peter smiled as he pushed Sam back onto the floor and covered him with his blanket. "You think I've got this great moral compass and all that, but honestly-", Peter tucked the blanket's edges around Sam's shoulders. "What stopped me from killing Nightmare was you. When I saw you looking at me, I knew I couldn't do it. I never wanted to break your trust like that."

Sam was already drifting off to sleep. "Glad I could help." He murmured. Then, as an afterthought he said. "If anyone asks, this never happened." Peter smiled fondly. "Nope. I won't say a word. Cross my Webs and hope to crash." Sam mumbled something in response, but Peter couldn't make it out. He ruffled his hair affectionately and stood to get some rest himself.


	12. Fluffily Ever After

**This is my LAST CHAPTER! Please REVIEW and tell me what you think. Thank you guys for sticking with me through this whole thing. I never meant to write this much; I had originally planned to just a short story, but you guys helped me to make it into a real one. I hope you enjoy.**

Sam woke feeling happy and refreshed. He sniffed his helmet. Ok, maybe not refreshed but definitely more alive than he had felt for the last few weeks. He glanced at the other superheroes. Danny and Luke had both removed their masks, and were sleeping on the floor. Ava had somehow located a niche in the wood, and was purring in her sleep. Pete was completely out, but still had a web shooter and a screwdriver in his hands. Pete…

He had felt like a complete loser blubbering out his feelings like some fangirl watching a twilight movie, but he couldn't help it. He had been so overwhelmed and tired that he just couldn't hold it in anymore. He had expected Peter to tell him to man up, or make fun of him, but the web-head had been full of surprises. Not only had he not made fun of him, but he had let him cry and vent at him and just hugged him while he was crying. Then when he had finally calmed down, instead of trying to distance himself from Sam's weirdness, Pete had sat with him until he fell asleep.

Sam realized that Peter was still the same person; he had just shown them a side he never used. Sam had never thought of Peter as _dangerous._ I mean maybe a threat or someone to look out for, but he had never thought of him as someone to be afraid of. Much like Danny had told them in their imprisonment, everyone kept forgetting that under the goofy science nerd, Peter Parker was a highly trained soldier capable of anything. Just being with Pete made that thought hard to imagine.

Spiderman got guilt trips over stepping on lady bugs and turning in assignments late. The Spider was always so kind and non-violent, that it was really easy to overlook that other side of him. Sam sighed, bored with his thoughts. _Hmmm._ He thought. _Who would be least likely to slap me if I woke them up?_ He settled for Danny. Sam stood up and poked Danny in the eye. He had learned that was the easiest and most efficient way to wake someone up.

As soon as he removed his fingers, he felt himself flying backwards into a stone wall. Danny stood up blearily and nearly walked on Luke's face. Luke in retaliation rolled over hitting Ava's nap spot causing her to fall from her perch. They all blinked and focused in on Nova. "What do you want bucket-head?" Ava asked grumpy at having been awakened. Sam stood wincing. Apparently Danny had been just as willing to slap an intruder as everyone else. Sam grinned guiltily. "I just wanted to wake Danny up, so I could have someone to talk to."

Danny smiled. "You wanted one friend, and now you have three." Luke snorted. "No he doesn't. He has two- I'm going back to bed." He turned to fall on his blanket but Ava jerked it out from under his head. The teen's head hit the floor and left a crack in the stone. "Ow!" He said unconvincingly. He made a weak grab for his blanket. "Nope, we have to talk." Luke grunted irritated. "Fine, but just so you know, I'm not a morning person." Danny feigned a look of surprise. "We had not noticed Luke." Sam rolled his eyes.

"Anyone up for breakfast?" Everyone nodded. Danny went to go get the pancake mix and almost stepped on Peter. Danny shook his head. "How is he?" Sam pursed his lips. "He still feels really guilty, but I talked to him last night after you all went to bed." They all sat around the web and stone hearth and cooked pancakes in the pan. Ava frowned. "I agree what he did was wasn't right, but he only did it because of us." Danny nodded. "I believe his guilt complex had been nearly crushing him. I'm sure he felt responsible for our capture." Luke nodded, much more pleasant after a cup of coffee and some pancakes.

"I think he was almost driven to insanity while he was trying to find us, and when he did; he didn't have anywhere to let out his anger except for on Nightmare." Sam glanced at all of them. "I vote we don't bring this up to Fury. Parker's probably tormented himself enough." No one disagreed. Danny toyed with his plastic fork. "Unless I am mistaken, Peter will probably try to leave the team after what he thinks he has done to us." Once again there was a silence of consent. Danny continued. "I do not want him too. He is like a brother to me- to all of us." Ava agreed. "Yeah, he even deals with my girl problems and doesn't treat me differently just because I'm not a guy."

Luke also seemed to see things that way. "The guy always works so hard. He always makes me want to do my best." Sam rapped his fingers on the ground. "Unlike a lot of you, I've still got family. I've got a little sister too. Pete is like the big brother I always wanted to be to her." He shrugged. "I've still got a lot to do." The other three smiled at him. "You'll get there." Ava said. Luke stood to get more pancakes but accidentally knocked it onto the floor causing a loud clatter. Everyone froze. "Smooth moves, graceful." Ava hissed. Luke glared at her. "Sorry..." He muttered.

Peter sat up slowly not quite remembering why he was awake. He turned to find his team around the fire eating pancakes. "Care if I join?" Sam and Danny scooted over making room for Pete to sit. "Nope, Sam treated us to pancakes." Ava widened her eyes. "They're actually good." Danny's lips twitched. "Sometimes even a stone can have a heart of a diamond." Sam crossed his arms. "What's that supposed to mean." Danny reached over to put the pan back over the fire. "It means you have undiscovered talents my friend."

Peter smiled looking around at his team. His smile faded as he thought of what he had to tell them. He needed to address the problem- the sooner the better. "Listen guys, I'm sorry for what I did." He swallowed. "And I understand if you want me to leave the team. What I did was… inexcusable." Power Man mimed shooting a basketball. "Whoomp, there it is!" Peter tilted his head in confusion. Sam grinned. "We already talked this out. So I propose we skip the part where you feel all guilty and make a huge deal about leaving. You should just call S.H.I.E.L.D. so we can go shower and get out of this stupid winter wonderland. You're forgiven and all that- blabbidy blah, blah." Pete was taken aback. "So… you're not mad at me?"

Danny walked over and placed his hand on Peter's shoulder. "We all agree that you went a little too far, but-." Ava interrupted him. "Everyone makes mistakes goofball, and we're not gonna disown you because of it." Luke looked at him from the corner of his eyes and sighed. "I guess this is the part where I'm supposed to say something all mushy and heartfelt." Luke opened his hand and mimed a Chinese wise man. "Zu are like ze well-cooked pancake, crunchy on de outside and soft in de middle. Zu are also sweet without many seerups and feeled with energy like ze carbohydrate feeled breakfast food should be."

Everyone cracked up. Peter felt his grin get so wide; he would have had to cut it into sections to fit it through the doorway. "I love you guys." He said. These guys truly were diamonds in the ruff, you only found friends like these every one in a billion.


End file.
